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                   LICENSE AGREEMENT BETWEEN YOUBET.COM, INC.
                      AND AXCIS INFORMATION NETWORK, INC.

THIS AGREEMENT, dated September 1, 1999 is entered into by and between
Youbet.com, Inc., a Delaware corporation, with its principal place of business
located at 1950 Sawtelle Boulevard, Suite 180, Los Angeles, California 90025
(hereinafter referred to as "YOUBET") and AXCIS Information Network, Inc., a
corporation organized pursuant to the laws of the State of California, with its
principal place of business located at 851 Fremont Avenue, Suite 109, Los Altos,
CA 94024, (hereinafter referred to as "AXCIS").

Fully intending to be legally bound by the terms hereof the parties hereto agree
as follows:

1.     GRANT OF AND DATA CONTAINED IN LICENSE

       1.1.   For the term of this Agreement, AXCIS hereby grants a
              non-exclusive license to YOUBET to distribute to its
              accountholders as defined in section 1.1.2 the products as listed
              in Exhibit 1 (such information hereinafter referred to as the
              "PRODUCTS"), subject to all restrictions, limitations and
              conditions contained in this Agreement

              1.1.1. YOUBET limits the use of the PRODUCTS to display in its
                     personal computer products.

              1.1.2. An accountholder is any household or entity that has
                     password protected access to YOUBET's private closed loop
                     network.

       1.2.   YOUBET understands and agrees that nothing herein contained shall
              be construed to require the PRODUCTS to contain information which
              AXCIS does not in fact collect, compile and/or receive;
              notwithstanding that such information was collected or received by
              AXCIS as of the effective date of this Agreement, or was, at some
              time during the term of this Agreement, collected, compiled and/or
              received by AXCIS.

2.     ACCESS T0 THE PRODUCTS

       2.1.   The primary method AXCIS shall use to provide YOUBET with the
              PRODUCTS will be via the Internet/World Wide Web in accordance
              with AXCIS's specifications. Each party shall be responsible for
              their own expenses associated with accessing the Internet.

       2.2.   All new files, additions, adjustments, ALTERATIONS, corrections or
              modifications made to the PRODUCTS (hereinafter referred to as
              "UPDATES") will be electronically transmitted to the YOUBET
              computer system as soon as possible after such UPDATES are
              processed by AXCIS.

<PAGE>

       2.3.   In addition to the limitation of liability contained in Section 7,
              AXCIS shall not be liable to YOUBET for any loss suffered by
              YOUBET due to a malfunction of the AXIS computer system, for
              whatever reason.

       2.4.   For purposes of security, and in order to improve the quality of
              its service, AXCIS reserves the right to change the delivery
              system referred to In the first sentence of Section 2.1 upon
              giving reasonable notice of its intent to do so to YOUBET,
              provided any such changes do not adversely affect the ability or
              cost of YOUBET to access the PRODUCTS.

3.     SCOPE OF LICENSE

       3.1.   It is expressly understood between the parties hereto that the
              license granted hereunder is for the sole purpose of distributing
              the PRODUCTS set forth in Subsection 1.1 above for use by YOUBET
              accountholders as and users, and not for any other purposes, and
              to that end YOUBET is expressly prohibited from selling products
              and/or services made with or from an analysis of the PRODUCTS.

       3.2.   YOUBET shall use its best efforts to ensure that all PRODUCTS
              transmitted to YOUBET accountholders by YOUBET are encrypted or
              transmitted with appropriate security measures to insure that the
              PRODUCTS are usable only by such customers.

4.     FEES

       4.1.   YOUBET shall pay to AXCIS, in consideration for the license
              granted hereunder, the sum of the per product access amounts as
              detailed in Exhibit 1.

       4.2.   If for any month during the term of this License Agreement the
              total amount payable to AXIS under the provisions of Subsection
              4.1 for the PRODUCTS referred to in Exhibit I as "TrackMaster/PPs
              Condensed Format" and "TrackMaster/PPs 10-line Format"
              (hereinafter referred to "TRACKMASTER/PP REVENUE") is less than
              [***], YOUBET shall make an additional payment to AXCIS for an
              amount equal to [***].

       4.3.   YOUBET shall make an accounting and payment no later than [***].

       4.4.   All payments due under sections 4.1 and 4.2 and, if not received
              within five business days of their due date, shall be subject to
              an interest charge of one and one-half percent (1.5%) per month or
              fraction thereof until paid.

       4.5.   AXCIS shall have the right, upon thirty (30) days notice to
              YOUBET, to audit or have audited the books of YOUBET; provided
              that Axcis may not


       ***    Represents confidential information filed separately with the
              Commission

<PAGE>

audit the books more than two times a calendar year. This right shall expire
with respect to each calendar year one year after the close of each such
calendar year.

5.     TERM

       5.1.   This Agreement shall continue in full force and effect for a
              period of three (3) years, commencing with the date first above
              written, unless earlier terminated as provided for herein.

       5.2.   If this Agreement is in full force and effect on the expiration of
              its initial term, and if neither party has expressed to the other
              party a desire to terminate this Agreement within ninety (90) days
              prior to such date, then this Agreement shall automatically renew
              for a one-year period and on each succeeding anniversary this
              Agreement, if in full force and effect on such date. shall
              automatically renew for a one-year period provided that neither
              party has notified the other party of its desire to terminate this
              Agreement within ninety (90) days prior to such date.

       5.3.   During the term of this Agreement, AXCIS shall not be held liable
              for the provision of the PRODUCTS to YOUBET where the provision of
              such data is depended upon the existence and terms of contracts
              with other data providers, including Equibase and/or the United
              States Trotting Association ("USTA"). AXCIS has the right to
              terminate this Agreement without penalty if it is unable to
              provide the PRODUCTS for reasons related to its inability to
              secure the supply of the data it needs from other data providers
              as required to produce the PRODUCTS,

6.     DISCLAIMER OF WARRANTIES

       6.1.   EXCEPT AS PROVIDED FOR IN SECTION 22, AXCIS MAKES NO
              REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED INCLUDING THOSE
              OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ANY
              MATTER WHATSOEVER INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ANY
              INFORMATION (INCLUDING THE PRODUCTS) FURNISHED HEREUNDER AND
              YOUBET ACCEPTS EVERYTHING TRANSFERRED HEREUNDER INCLUDING BUT NOT
              LIMITED TO SUCH INFORMATION AND DATA ON AN "AS IS" BASIS.

7.     LIMITATION OF LIABILITY

       7.1.   WITH MULTIPLE PROCESSING OF COMPLEX DATA, AND RELIANCE UPON
              INFORMATION ACQUIRED FROM MULTIPLE SOURCES ERRORS AND OMISSIONS
              CAN AND DO OCCUR DESPITE EFFORTS TO AVOID THEM. AXCIS EXPRESSLY
              DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY LOSS OR DAMAGES

<PAGE>

              RESULTING TO YOUBET OR ANY THIRD PARTY FROM ERRORS OR OMISSIONS IN
              THE PRODUCTS CAUSED BY PERSONS OTHER THAN AXCIS.

       7.2.   IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
              INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
              INCIDENTAL DAMAGES. WHETHER IN TORT, CONTRACT OR OTHERWISE ARISING
              FROM OR RELATING TO THIS AGREEMENT.

8.     NOTICE OF DISCLAIMER AND COPYRIGHT

       8.1.   With respect to YOUBET dissemination of products which contain
              PRODUCTS, the following disclaimer notice (or similar notice
              reasonably requested by AXCIS) shall be prominently displayed in
              the product information section of the YOUBET network:

              8.1.1. Data provided or compiled by AXCIS Information Network,
                     Inc. generally is accurate but occasionally errors and
                     omissions occur as a result of incorrect data received from
                     others, mistakes in processing and other causes, AXCIS
                     Information Network, Inc. and YOUBET disclaim
                     responsibility for the consequences, if any, of such
                     errors.

       8.2.   WITH RESPECT TO AXCIS dissemination of Information which contain
              PRODUCTS. the following copyright notice (or similar notice
              reasonably requested by AXCIS) shall be displayed just prior to
              the data to which it relates;

              [insert year] AXCIS Information Network, Inc. and YOUBET, all
              rights reserved.

9.     FORCE MAJEURE

       9.1.   Notwithstanding anything contained herein to the contrary, in the
              event either party to this Agreement falls to perform any of its
              obligations hereunder assumed by it and such failure Is due to
              acts of God, injunctions, lookouts, riots or civil unrest, fires,
              epidemics, casualties, boycotts, technical difficulties (whether
              computer related or otherwise), failure of suppliers to supply
              data, strikes or labor disputes, acts of a governmental authority,
              or other interference through legal proceedings or for any other
              cause which is not due to a fault or negligence of such party,
              such failure shall not be deemed to be a breach by such party of
              its obligations hereunder, though such party shall use its best
              efforts to put itself in a position to carry out all of the
              obligations which, by the terms hereof, it has assumed
              irrespective of the occurrence of any force majeure event.

       9.2.   SHOULD A SINGULAR force majeure event be in existence for a
              continuous period of thirty (30) days or more the party not
              claiming the protection of

<PAGE>

              Subsection 9.1 above may terminate this agreement notwithstanding
              anything contained herein to the contrary, by giving 30 days
              written notice of such termination to the party against whom the
              force majeure is working. At the end of the said 30-day period
              this Agreement shall automatically terminate so long as the force
              majeure event which generated said letter is still in existence.

10.    CONFIDENTIALITY

       10.1.  Each party hereto hereby covenants with the other to keep
              confidential the terms of this License Agreement and all
              information relating to the other party's business affairs of
              which it may become aware, unless the information has been
              disclosed to the public without breach of this Section 10, or the
              information is required by a court of law or equity to be
              disclosed, or by a governmental agency authorized to demand such
              disclosure or is disclosed to any lender, owner or potential
              acquirer of a party hereto or is required to be disclosed pursuant
              to applicable securities laws.

11.    EVENTS OF DEFAULT

       Any one or more of the following shall constitute an event of default
       hereunder:

       11.1.  Either party to this Agreement fails to perform or observe any
              material covenant, term or condition contained herein, including,
              but not limited to, breach of performance or payment requirements;
              or

       11.2.  Any representation or warranty contained herein or in any document
              issued in connection herewith or made by or furnished on behalf of
              either party hereto pursuant to or in connection with this
              Agreement, shall be false or misleading in any material respect as
              of the date made or deemed to have been made.

12.    REMEDIES

       12.1.  Upon the occurrence and during the continuance of an Event of
              Default as described in Section 11, the non-defaulting party may,
              at its option, give written notice specifying the Event of Default
              together with a statement of its intent to terminate this
              Agreement if such default is not corrected by the defaulting party
              within the 30 day period Immediately following the date of such
              notice (the "Cure Period"), If, at the end of the Cure Period, the
              defaulting party has not cured or otherwise remedied the specified
              Event of Default, the non-defaulting party may, at its option at
              any time on or after expiration of the Cure Period, in addition to
              all other rights and remedies available to such party at law or in
              equity, deem this Agreement to be terminated upon the date of
              issuance of written notice to the defaulting party, provided that
              the specified default is then continuing.

       12.2.  Upon termination of this Agreement by either party, neither party
              shall have

<PAGE>

              any further rights or obligations hereunder except as otherwise
              specifically provided for hereunder.

13.    NOTICES

       13.1.  All notices and statements provided for in this Agreement must be
              in writing, and shall be deemed to have been given or made when
              delivered (if the United States Postal Service is not used) or
              sent (if the United States Postal Service is Used) BY overnight
              delivery, first-class, registered or certified mail to the
              addresses of the parties as first above. written unless either
              party notifies the other of another address in accordance with the
              provisions of this Section 13. Provided, however that all such
              notices sent pursuant to Section 12 shall be sent only by courier
              or overnight delivery service. In all of the above Instances, the
              cost of postage or delivery shall be prepaid.

14.    RELATIONSHIP OF THE PARTIES

       14.1.  Nothing contained in this Agreement shall be construed to place
              the parties in the relationship of partners or joint venturers,
              agents or legal representatives of the other, and outside the
              terms of this Agreement neither party shall have the power, under
              the terms of this Agreement, to obligate or bind the other party
              in any manner whatsoever.

15.    WAIVERS

       15.1.  No waiver, modification or cancellation of any term or condition
              of this Agreement shall be effective unless executed in writing by
              the party granting such waiver, modification or cancellation.

       15.2.  A waiver of any breach of this Agreement by one party to the other
              shall not be construed to have been given in perpetuity.

       15.3.  A failure or delay of either party hereto to enforce at any time
              any of the provisions to this Agreement, or to exercise any option
              which Is herein provided for, or to require at any time
              performance of any of the provisions hereof, shall in no way be
              construed to be a waiver of any such option or provision of this
              Agreement.

16.    ENTIRE UNDERSTANDING

       16.1.  This Agreement contains the entire understanding of the parties
              with respect to the transactions contemplated hereby, and
              supersedes all prior agreements, understandings and negotiations,
              both written and oral, between the parties with respect to the
              subject matter hereof.

17.    NON-ASSIGNABILITY

<PAGE>

       17.1.  The license granted hereunder may not be conveyed, assigned, or
              transferred to any other person without the prior written consent
              of AXCIS.

18.    NON-EXCLUSIVITY

       18.1.  Nothing contained in this Agreement shall be construed to prevent
              AXCIS from granting any other licenses during the term of this
              Agreement, whether such other licenses are similar or dissimilar
              to the license granted hereunder.

19.    SUCCESSORS AND PERMITTED ASSIGN

       19.1.  This Agreement shall be binding upon and shall inure to the
              benefit of the successors and permitted assigns of the parties
              hereto.

       19.2.  Notwithstanding anything contained herein to the contrary, in the
              case of a dissolution of AXIS, to the extent that the PRODUCTS, or
              data substantially similar to the PRODUCTS is not produced by any
              successor-in-interest, nothing contained herein shall be construed
              to require any successor-in-interest to continue the business
              activities of AXCIS. Additionally, upon such dissolution, all
              obligations of AXCIS, With respect to providing any data, shall
              cease and have no legal effect immediately upon the dissolution.

20.    GOVERNING LAW

       20.1.  This Agreement shall be governed by and interpreted and enforced
              in accordance with the laws of the State of California, without
              regard to the conflicts of laws and rules thereof. The parties
              hereto hereby consent to the exclusive jurisdiction and venue of
              the Federal and state courts located in the State of California,
              County of Santa Clara, for the purpose of any action or proceeding
              brought by either of them arising out of, on or in connection with
              this Agreement or any alleged breach thereof. The parties hereby
              further irrevocably consent to the service of process in
              connection with any controversy by the mailing thereof by
              registered or certified mail, postage prepaid, to the parties
              hereto, at their respective addresses as first above written or as
              otherwise indicated in accordance with Section 13 above.

21.    CAPTIONS

       21.1.  The captions of the sections in this Agreement are inserted for
              convenience only and shall not affect the Interpretation or
              construction of this Agreement.

22.    REPRESENTATIONS

       22.1.  Each party hereto hereby represents that it has the power and
              authority to enter into this Agreement that all action required to
              permit it to enter into

<PAGE>

              this Agreement have been authorized, and that this Agreement is
              duly executed and delivered.

       22.2.  Each party hereto hereby represents that this Agreement is a
              legal, valid and binding obligation of such party and is
              enforceable against such party in accordance with its terms.

       22.3.  YOUBET agrees to cease the distribution of the United States
              Trotting Association's program pages within 45 days of the
              effective date of this Agreement.

       22.4.  AXCIS hereby represents that YOUBET shall be entitled to acquire
              and distribute the PRODUCTS on substantially similar terms and
              conditions as AXCIS's other licensees of these PRODUCTS. In the
              event that AXIS grants more favorable terms to other licensees,
              then AXCIS shall notify YOUBET in writing of this event within ten
              (10) days. YOUBET, at its sole discretion, can accept same terms
              and conditions offered to the aforementioned licensees.

       22.5.  Axcis represents and warrants that it has obtained all consents
              and approvals necessary in order to distribute the PRODUCTS.

23.    SURVIVAL

       23.1.  The respective rights and obligations of AXCIS and YOUBET under
              the provisions of Sections 6, 7, 8, 10, 14 through 22 shall
              survive any termination of this Agreement.

24.    INDEMNIFICATION

       YOUBET agrees to indemnify, defend and hold harmless AXIS from and
       against any and all liability, expense, losses, or damages arising under
       any action by a third party against AXCIS, resulting from the YOUBET's
       acts or omissions under this License Agreement.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

AXCIS INFORMATION NETWORK, INC,        YOUBET.COM, INC.

by:                                    by: /s/ Ron Luniewski
   --------------------------------        --------------------------------
David C. Siegel, CEO                       Ron Luniewski, COO

<PAGE>

                                   EXHIBIT 1

                                    PRODUCTS

1.     TrackMaster/PPs for Harness Racing - Condensed Version

       1.1.   Price to YOUBET: [***].

       1.2.   Suggested retail: [***]

2.     TrackMaster/PPs for Harness Racing - 10 line Version

       2.1.   Price to YOUBET: [***]

       2.2.   Suggested retail: [***]

3.     TrackMaster Selections for Harness Racing

       3.1.   Price to YOUBET: [***]

       3.2.   Suggested retail: [***]

4.     Jim Quinn Winners Circle Selections for Thoroughbred Racing (subject to
       approval by Equibase).

       4.1.   Price to YOUBET: [***]

       4.2.   Suggested retail: [***]


       ***    Represents confidential information filed separately with the
              Commission

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